INGENUITY PROPERTY INVESTMENTS LIMITED - Posting of Circular and Notice of General Meeting

Posting of Circular and Notice of General Meeting
INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/018084/06)
JSE share code: ING
ISIN: ZAE000127411
(“Ingenuity”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Ingenuity Shareholders are referred to the firm intention announcement published on SENS on
16 July 2019, and the extension to the posting of the circular published on SENS on 15 August 2019,
relating to:
- a scheme of arrangement in terms of section 114(1)(e) of the Companies Act proposed by the
Ingenuity Board between Ingenuity and the Scheme Participants;
- separate but concurrent to the Scheme, a conditional general offer by Ingenuity to the Eligible
Shareholders in terms of sections 48 and 117(1)(c)(v) of the Companies Act and paragraphs 1.15(c)
and 5.69 of the Listings Requirements to acquire all of the General Offer Shares, with such General
Offer to be implemented only if the Scheme fails; and
- the Delisting of all Ingenuity shares from the JSE pursuant to the implementation of the Scheme or,
if the Scheme fails, pursuant to the Delisting Resolution being approved and the General Offer being
implemented.
Capitalised terms used in this announcement that are not otherwise defined, bear the meaning ascribed
to them in the Circular (defined in paragraph 2 below).
2. POSTING OF THE CIRCULAR AND NOTICE OF GENERAL MEETING
The circular, setting out the terms and conditions of the Transaction (“Circular”), was posted to
Shareholders on Friday, 23 August 2019.
The Circular also contains a notice convening a general meeting of the Ingenuity Shareholders to be held
at 11:00 on Thursday, 26 September 2019 at Suite 102, 1st Floor, Intaba Building, 25 Protea Road,
Claremont, Cape Town (“General Meeting”).
The Circular is also available for inspection in electronic format on Ingenuity’s website,
www.ingenuityproperty.com. A copy of the Circular will also be available for inspection during normal office
hours from 11:00 to 17:00 from 23 August 2019 up to and including the date of the General Meeting on
26 September 2019, at the registered offices of Ingenuity.
3. SALIENT DATES AND TIMES
The salient dates and times relating to the Transaction are set out below:
2019
Record date to determine which Ingenuity Shareholders are eligible to receive Friday,
this Circular (Record Date) 16 August
Circular posted to Ingenuity Shareholders and details notice convening the Friday,
General Meeting published on SENS on 23 August
Notice of posting of this Circular and notice of General Meeting published in the Monday,
South African press 26 August
Scheme and General Offer Opening Date at 11h00 on Monday,
26 August
Last day to trade Ingenuity Shares in order to be recorded in the Register to Tuesday,
attend, participate and vote at the General Meeting (Voting Last Day to Trade) 17 September
on
Record date for Ingenuity Shareholders to be recorded in the register in order to Friday,
be eligible to attend, participate and vote at the General Meeting, being the 20 September
Scheme Voting Record Date, by close of trade on
Last day and time to lodge Forms of Proxy with the Transfer Secretaries by Monday,
11:00 on 23 September
Last date for Ingenuity Shareholders to give notice to Ingenuity of their Thursday,
objections to the Scheme Special Resolution in terms of section 164(3) of the 26 September
Companies Act by no later than 11:00 on
Forms of Proxy not lodged with the Transfer Secretaries to be handed to the Thursday,
chairperson of the General Meeting at any time before the proxy exercises any 26 September
rights of the Ingenuity Shareholder at the General Meeting on
General Meeting to be held at 11:00 on Thursday,
26 September
Results of the General Meeting released on SENS on or about Friday,
27 September
Results of General Meeting published in the South African press on or about Friday,
27 September
If the Scheme is approved by Ingenuity Shareholders at the General
Meeting:
Last day for Shareholders who voted against the Scheme to require Ingenuity to Thursday,
seek Court approval for the Scheme in terms of section 115(3)(a) of the 3 October
Companies Act, if at least 15% of the total votes of shareholders at the General
Meeting were exercised against the Scheme on
Last date on which Ingenuity Shareholders who voted against the Scheme to be Thursday,
granted leave by a Court for a review of the Scheme in terms of section 10 October
115(3)(b) of the Companies Act if the Scheme Special Resolution is approved by
Shareholders at the General Meeting (where applicable) on
Last date for Ingenuity to give notice of adoption of the Scheme Special Thursday,
Resolution approving the Scheme to Dissenting Shareholders in accordance 10 October
with section 164(4) of the Companies Act on
The following dates assume that no Court approval or review of the
Scheme is required and will be confirmed in the finalisation announcement
if the Scheme becomes unconditional
Finalisation announcement with regard to the Scheme published on SENS Tuesday,
(assuming no Shareholder exercises their right in terms of section 115(3)(a) or 22 October
section 115(3)(b) of the Companies Act) expected to be on or about
Finalisation announcement published in the South African Press expected to be Wednesday,
on or about 23 October
Expected last day to trade, being the last day to trade Ingenuity Shares on the Tuesday,
SE in order to participate in the Scheme ("Scheme Last Day to Trade") 29 October
Expected suspension of listing of Ingenuity Shares on the JSE at the Wednesday,
commencement of trade 30 October
Expected Scheme Consideration Record date, being the date on which Friday,
Scheme Participants must be recorded in the register to receive the Scheme 1 November
Consideration, by close of trade
Expected Operative Date on or about Monday,
4 November
Scheme Consideration expected to be sent by EFT or by cheque to Scheme Monday,
Participants who are Certificated Ingenuity Shareholders and who have lodged 4 November
their Form of Election, Surrender and Transfer with the Transfer Secretaries on
or prior to 12:00 on the Scheme Consideration Record Date, on or about
Dematerialised Scheme Participants expected to have their accounts (held at Monday,
their CSDP or Broker) credited with the Scheme Consideration on or about 4 November
Expected Date for termination of the listing of Ingenuity Shares in terms of the Tuesday,
Scheme at the commencement of trade on the JSE 5 November
If the Scheme does not become unconditional and the General Offer is
implemented:
Expected finalisation announcement published on SENS Tuesday,
22 October
Expected date of lodging an application for the termination of listing of the Tuesday,
Shares on the JSE 22 October
Expected finalisation announcement published in the South African press Wednesday,
23 October
First date on which the General Offer Consideration is expected to be sent by Friday,
EFT or by cheque to General Offer Participants who are Certificated 25 October
Shareholders who have lodged their Form of Acceptance and Transfer with the
Transfer Secretaries on or prior to the General Offer being declared wholly
unconditional on or about
First date on which Dematerialised General Offer Participants are expected to Friday,
have their accounts with their Broker or CSDP credited with the General Offer 25 October
Consideration on or about
Expected last day to trade to take up the General Offer Tuesday,
29 October
Expected suspension of the listing of the Shares at the commencement of trade Wednesday,
on the JSE 30 October
Expected General Offer record date Friday,
1 November
Expected General Offer Closing Date. Forms to be submitted by 12:00 on Friday,
1 November
Last date on which the General Offer Consideration is expected to be sent by Monday,
EFT or by cheque to General Offer Participants who are Certificated 4 November
Shareholders who have lodged their Form of Acceptance and Transfer with the
Transfer Secretaries on or prior to the last day to trade to take up the General
Offer on or about
Last date on which Dematerialised General Offer Participants are expected to Monday,
have their accounts with their Broker or CSDP credited with the General Offer 4 November
Consideration on or about
Expected termination of the listing of the Shares at commencement of trade on Tuesday,
the JSE 5 November
4. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Ingenuity Independent Board accepts responsibility for the information contained in this
announcement and, to the best of its knowledge and belief, confirms that the information contained is true
and this announcement does not omit anything likely to affect the importance of such information.
CAPE TOWN
23 August 2019
LEGAL ADVISER TO INGENUITY
Webber Wentzel
FINANCIAL ADVISER AND TRANSACTION SPONSOR TO INGENUITY
Investec Bank Limited
INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited
INDEPENDENT REPORTING ACCOUNTANT AND AUDITOR TO INGENUITY
Mazars
SPONSOR
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 23/08/2019 04:30:00
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